MINUTES OF THE DEBENTURE HOLDERS GENERAL MEETING
Aug 05, 2011
OTC Disclosure News Service
Sao Paulo, Brazil –
This is a free translation of the original document in Portuguese. Inthe case of any conflict, the Portuguese version will prevail.
Corporate Taxpayer’s ID (CNPJ/MF) 89.463.822/0001-12
CorporateRegistry ID (NIRE) 43.3.0002853-4
PublicHeld Company – Novo Mercado
MINUTES OF THE DEBENTURE HOLDERS GENERALMEETING
HELD ON AUGUST 5, 2011
1. DATE, TIME AND PLACE: Meeting held on August 5,2011, at 02:00 p.m., at the Company’s headquarter, located at Rua Dalton Lahndos Reis, n° 201, in the city of Caxias do Sul, state of Rio Grande do Sul.
2. CALLAND ATTENDANCE: The Call Notice was published on the newspapers ValorEconômico and Diário Oficial do Estado do Rio Grande do Sul, on July 21, 22 and25 of 2011, respectively. Due to the attendance of Debenture Holdersrepresenting 93,23% (ninety-three point twenty-threepercent) of the outstanding Debentures of the 2nd Issue ofDebentures Convertible into Shares, in Single Series, with Floating Charge, forPrivate Placement of the Company (“Issue”), as verified from thesignature of the Debenture Holders Attendance List and, also, with theattendance of Planner Trustee DTVM Ltda., as the Trustee of the referred Issue,represented by Renato Martinelli Campana, the Debenture HoldersGeneral Meeting was opened.
3. DESKCOMPONENTS: Chairman: Jean Matana Moreira; Secretary: Thiago Piovesan.
4. AGENDA OF THE DAY: Accordingto the Company’s Management Proposal, approved at the Board of DirectorsMeeting held on July 20, 2011, to discuss about:
(i)the amendment to the payment timetable of the principal amount of debentures,which is the object of the Issue, provided in section 5.4 of the Indenture;
(ii)the change in the measurement period of the indicators in the financialobligations to be observed by the Company until the full settlement of thedebentures, which are an object of the Issue, as well as the obligation to thedebenture holders prior to the granting of guarantees, provided in section 8.1of Indenture, especially its paragraphs (r) and (t);
(iii)the remuneration to be paid to the debenture holders of the Issue due to thechange mentioned in item (ii) above, as well as the payment date of suchremuneration;
(iv)the change in the percentage set forth in clause 220.127.116.11 of the Indenture from20% to 30%, with the intention to accommodate it as set forth in the Company’sbylaws;
(v)the change in the premium over price for the conversion, which is set forth inclause 6.1.2 of the Indenture; and,
(vi)the amendment of clause 7.1 of the Indenture, particularly its clauses (j),(k), (s) and (w), which dealswith the chances of early maturity of the Debentures, and the inclusion ofparagraph (y) to such a clause.
5. RESOLUTIONS: Beginning the work, theTrustee representative verified that the quorum required for the meeting to beheld and to conclude the resolutions, were both legally and properly reached.That said, the present Debenture Holders, without a dissentient vote, resolvedas follow:
(i) Approve change of the paymentschedule for the principal amount of debentures subject to Issuance, which isset forth in clause 5.4 of Indenture.
Upon approval ofsuch change, clause 5.4 of Indenture shall be in force with the followingwording:
UnitPar Value of Debentures shall be amortized in 5 (five) installments, as perbelow:
1)on 04/15/2014, in the percentage of 5%;
2)on 04/15/2015, in the percentage of 10%;
3)on 04/15/2016, in the percentage of 35%;
4)on 04/15/2017, in the percentage of 35%; and
5)on 04/15/2018, in the percentage of 15%.”
Upon amendment of item (i)above, definition of Par Value in Clause 5.8.1 of Indenture is amended and willbe in force in the following terms:
ParValue, considering amortizations provided in item 5.4, will be the following:
(ii) Approve change of measurement periodof indexes in financial liabilities to be performed by the Company until fullsettlement of debentures subject to Issuance, as well as obligation of previousauthorization of debenture holders for guarantees grant, that are provided forin clause 8.1 of Indenture, specially in its subsections (r) and (t).
Upon such change,Clause 8.1 (r) and (t) of Indenture is amended herein and will be valid underthe following terms:
r)not grant, without previous consent of Debenture holders representing 2/3 (twothirds) of outstanding Debentures, preference to other credits, except for thefollowing cases, that shall be previously and formally communicated toDebenture holders: (i) constitution of collateral in light of legal provisionor for judgment guarantee in lawsuits and for administrative proceedings inwhich perform as party defendant, as well as (ii) constitution of fiduciaryproperty for equipment acquisition; and (iii) constitution of collaterals inloans in order to serve business of Issuer’s ordinary management, limited tothe added value of all collaterals granted in a fiscal year to the amountequivalent to 20% (twenty percent) of the Issuance Value in the Issuance Date,exceeded, in which previous consent provided for in this subsection will benecessary:
t)maintain, during validity of Debentures, up to their final maturity, at leasttwo of the following indexes annually assessed in financial statements auditedby external auditors registered under CVM (Securities and Exchange Commission);
(i)Net Debt/ EBITDA: equal or less than 4.5 (four and a half) in the fiscal yearof 2011 and equal or less than 3.5 (three and a half) in the fiscal yearsbetween 2012 and 2017;
(ii)EBITDA/ROL (Net operating revenue): equal or above 20% (twenty percent); and
(iii)Current Liquidity Index: equal or above 1,5 (one and a half).
-Net Debt: (Gross Debt – Perpetual Bonus – Equivalents), being (Gross Debt =Borrowings + Financings + Debentures + any other types of indebtedness beforefinancial institutions, including payments in installments before creditors)and (Equivalents = Cash + Financial Investments)
-EBITDA: Operating Profit before Interests in Results, Income Tax and SocialContribution, Net Financial Result, Depreciations, Amortizations, SharePremiums Amortizations, Equity Method Result (except for Equity Method Resultfrom Luxxon S.A.) and losses from impairment, considered in bases consolidatedfor the last 12 (twelve) months, including companies acquired in such period aspro forma;
-ROL (Net Operating Revenue): Net Operating Revenue from Sales considered inbases consolidated for the last 12 (twelve) months, including companiesacquired in such period as pro forma;
-Current Liquidity Index: Current Assets divided by Current Liabilities;
Financialindexes mentioned in this paragraph (t) of this item 8.1 shall be assessed inan annual basis, on December 31 every year, the assessment period correspondsto the calendar year, started as of January 1st and ended as ofDecember 31.”
(iii) Approve compensation payable todebenture holders for Issuance due to change under item (ii) above, as well aspayment date of such compensation, that shall be in the percentage of 1.175%(one integer and one hundred and seventy-five thousandth percent) of DebenturesPar Value, that issuer shall pay to Debenture holders within 5 (five) businessdays from this date;
(iv) Approve change of percentage setforth in clause 18.104.22.168 of Indenture from 20% to 30%, in order to adjust to theprovision in Company’s Bylaws.
Upon such change,clause 22.214.171.124 of Indenture is amended herein and will be valid under thefollowing terms:
Notwithstandingprovision in item 5.8.1 above, Debenture holders might convert 100% (onehundred percent) of outstanding Debentures, at any time, if a third partyacquires more than 30% (thirty percent) of common shares issued by the Company,in such case, they will still have right to participate in public bid forshares acquisition under the terms of article 52 of Company’s bylaws.”
(v) Approve change of premium onconversion price, which will be set forth in clause 6.1.2 of Indenture.
Upon such change,Clause 6.1.2 of Indenture is amended herein and will be valid under thefollowing terms:
“6.1.2 Premium on price
Premiumon price (“Psp”) shall value 40% (forty percent) up to the Debentures MaturityDate.”
(vi) Approve amendment of clause 7.1 ofIndenture, specially its subsections (j), (k), (s) and (w), which consider theDebentures advanced maturity hypothesis, as well as inclusion of paragraph (y)to such clause.
Upon such change,Clause 7.1 (j), (k), (s) and (w) of Indenture is amended herein and paragraph(y) shall be added, and it will be valid under the following terms:
j)approval of Issuer’s capital stock reduction without previous and expressapproval of Debenture holders representing 2/3 (two thirds) of outstandingDebentures;
k)creation of redeemable shares, beneficiary parties or debentures issuancewithout previous and express approval of Debenture holders representing 2/3(two thirds) of outstanding Debentures;
s)company’s or facility’s lease, as well as spin-off, amalgamation or merger ofIssuer by another company, unless: (i) such act is approved by Debentureholders representing, at least, 2/3 (two thirds) of outstanding debentures, or,in the three last cases, (ii) if, under the terms of article 231 of BusinessCorporation Act, redemption right is guaranteed for Debenture holders that donot agree with such spin off, amalgamation or merger;
w)amortization of shares or perpetual bonus and redemption of any security,unless previously approved by Debenture holders representing 2/3 (two thirds)of outstanding Debentures; and
y)assumption of new debts, unless those: (i) representing loans to serve Issuer’sordinary management; (ii) representing simple replacement or substitution ofmaterial; (iii) representing discounts of business effects that Issuer isholder, resulting from sale or services provision; or (iv) previouslyauthorized by Debenture holders representing 2/3 (two thirds) of outstandingDebentures.”
6. CLOSING: Nothing else to bediscussed, the meeting was closed, and these present minutes were drawn up,read and as in compliance, was signed by all. Caxias do Sul (RS), August 5, 2011. Jean MatanaMoreira, Chairman; Gilberto Pasquale da Silva, Secretary.
Caxias do Sul (RS), August 5 2011.
Debenture Holders AttendanceList:
BNDES Participações S. A.
(p.p. Dr. Leonardo José Soares Ferreira)
American LegacyFoundation; Blackrock Latin America Fund, INC; Blackrock Latin AmericanInvestment Trust PLC; BlackrockStrategic Fund – Blackrock Latin American Opportunies Fund; Commonwealth of Pennsylvania Public SchoolEmployees Retirement System; FidelityInternational Limited; Florida Retirement System Trust Fund; Laudus International Marketmasters Fund; Railwayas Pension Trustee Company Limited; State of Connecticut Retirement Plans andTrust Funds; TRW Automotive DedinedBenefit Master Trust; William BlairEmerging Markets Growth Fund; WilliamBlair Institutional International Growth Fund; William Blair International Small Cap GrowthFund; William Blair Mutual Funds, INC.International Growth Fund; (p.p. Dr. George Washington Tenório Marcelino).
Planner Trustee DTVMLtda.
(p.p. Renato Martinelli Campana)
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